iRobot 2011 Annual Report Download - page 124

Form 10-K
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2011, there were no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
Our policy governing transactions in our securities by our directors, officers, and employees permits our
officers, directors, funds affiliated with our directors, and certain other persons to enter into trading plans
complying with Rule 10b5-l under the Securities Exchange Act of 1934, as amended. We have been advised that
certain of our officers and directors (including Colin Angle, Chief Executive Officer, Joseph Dyer, Chief
Operating Officer, Glen Weinstein, Senior Vice President, General Counsel and Secretary, John Leahy,
Executive Vice President, Chief Financial Officer and Treasurer, Jeffrey Beck, President, Home Robots Division,
Robert Moses, President, Government and Industrial Robots Division, and Alison Dean, Senior Vice President of
Corporate Finance and Principal Accounting Officer) of the Company have entered into trading plans (each a
“Plan” and collectively, the “Plans”) covering periods after the date of this Annual Report on Form 10-K in
accordance with Rule 10b5-l and our policy governing transactions in our securities. Generally, under these
trading plans, the individual relinquishes control over the transactions once the trading plan is put into place.
Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or
immediately after significant events involving our company.
We anticipate that, as permitted by Rule 10b5-l and our policy governing transactions in our securities,
some or all of our officers, directors and employees may establish trading plans in the future. We intend to
disclose the names of our executive officers and directors who establish a trading plan in compliance with
Rule 10b5-l and the requirements of our policy governing transactions in our securities in our future quarterly
and annual reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission. We, however,
undertake no obligation to update or revise the information provided herein, including for revision or termination
of an established trading plan, other than in such quarterly and annual reports.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required under this item is incorporated herein by reference to the Company’s definitive
proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31,
2011.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this item is incorporated herein by reference to the Company’s definitive
proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31,
2011.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required under this item is incorporated herein by reference to the Company’s definitive
proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended December 31,
2011.
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